UDR, Inc. — Director's Dealing 2006

Sep 6, 2006

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: UNITED DOMINION REALTY TRUST INC (UDR)
CIK: 0000074208
Period of Report: 2006-09-01

Reporting Person: GENRY CHRISTOPHER D (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2006-09-01	Contract	$	S	0	Disposed	2009-09-01	Common Stock (37500)	Direct
2006-09-01	Contract	$	S	0	Disposed	2008-08-29	Common Stock (37500)	Direct

Footnotes

F1: On September 1, 2006, Mr. Genry entered into a Variable Prepaid Forward Agreement (the "Agreement") relating to the forward sale of 37,500 shares of common stock of United Dominion Realty Trust, Inc. ("Common Stock"). On September 1, 2006, the counterparty to the Agreement sold 37,500 shares of Common Stock into the public market, at a weighted average per-share price equal to $30,0250. The Agreement provides that on September 1, 2009 (the "Maturity Date"), Mr. Genry will deliver to the counterparty to the Agreement a number of shares of Common Stock (or, at the election of Mr. Genry, the cash equivalent of such shares) based on an agreed formula which is based on the closing price per share of Common Stock on the Maturity Date, but not to exceed 37,500 shares, and based on such closing price's relationship to the put price of $30.0250 and the call price of $39.0325. In consideration of the Agreement, Mr. Genry received an advance payment in the amount of $837,697.50.

F2: On September 1, 2006, Mr. Genry entered into a Variable Prepaid Forward Agreement (the "Agreement") relating to the forward sale of 37,500 shares of common stock of United Dominion Realty Trust, Inc. ("Common Stock"). On September 1, 2006, the counterparty to the Agreement sold 37,500 shares of Common Stock into the public market, at a weighted average per-share price equal to $30.0250. The Agreement provides that on August 29, 2008 (the "Maturity Date"), Mr. Genry will deliver to the counterparty to the Agreement a number of shares of Common Stock (or, at the election of Mr. Genry, the cash equivalent of such shares) based on an agreed formula which is based on the closing price per share of Common Stock on the Maturity Date, but not to exceed 37,500 shares, and based on such closing price's relationship to the put price of $30.0250 and the call price of $36.0300. In consideration of the Agreement, Mr. Genry received an advance payment in the amount of $904,465.59.